UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 25, 2014

 

ABBVIE INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35565

 

32-0375147

(State or other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 


 

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (847) 932-7900

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01. Regulation FD Disclosure.

 

On June 25, 2014, AbbVie Inc. (“AbbVie”) issued an announcement (the “Announcement”) pursuant to the U.K. City Code on Takeovers and Mergers outlining the strategic rationale for, and background to, AbbVie’s acquisition proposal to the board of directors of Shire plc (“Shire”).  A copy of the Announcement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

 

On June 25, 2014 and following the Announcement, AbbVie made available to investors, in connection with the announcement, a slide presentation to investors, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 7.01.

 

On June 25, 2014 and following the Announcement, AbbVie sent a message to its employees, a copy of which is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 7.01.

 

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01 (except insofar as such information is also set forth under Item 8.01 below) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 8.01. Other Events.

 

As described in Item 7.01 above, on June 25, 2014, AbbVie issued the Announcement outlining the strategic rationale for, and background to, AbbVie’s acquisition proposal to the board of directors of Shire. A copy of the Announcement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

 

Exhibit

99.1

 

Announcement, dated June 25, 2014

 

 

 

99.2

 

Slide Presentation to Investors, dated June 25, 2014

 

 

 

99.3

 

Message to AbbVie employees, dated June 25, 2014

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ABBVIE INC.

 

 

 

 

Date: June 25, 2014

By:

/s/ LAURA J. SCHUMACHER

 

 

Laura J. Schumacher

 

 

Executive Vice President, Business Development, External Affairs and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

99.1

 

Announcement, dated June 25, 2014

 

 

 

99.2

 

Slide Presentation to Investors, dated June 25, 2014

 

 

 

99.3

 

Message to AbbVie employees, dated June 25, 2014

 

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